Current Report Filing (8-k)
April 09 2020 - 3:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): April 9, 2020
WATER NOW, INC.
(Exact name of registrant as specified
in its charter)
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Texas
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000-55825
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81-1419236
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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5000 South Freeway, Suite 110
Fort Worth Texas
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76115
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(Address of principal executive offices)
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(Zip Code)
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(817) 900-9184
(Registrant’s telephone number,
including area code)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 9, 2020, Water Now, Inc. (the
“Company”) entered into a new employment agreement with its Chief Executive Officer, David G. King. The employment
agreement provides for a term expiring on March 31, 2023, unless earlier terminated pursuant to the terms of the employment agreement.
For the period commencing on April 9, 2020 and ending March 31, 2021, the employment agreement provides for an annual base salary
of $240,000 and the issuance of 2,000,000 shares of the Company’s restricted common stock, no par value, to Mr. King; provided,
however, that the issuance of such shares to Mr. King is contingent upon the issuance not being in contravention of any prior existing
understanding, agreement or other arrangement of the Company. As of the date of this report, the 2,000,000 shares have not been
issued to Mr. King. For the period commencing on April 1, 2021 and ending March 31, 2023, the employment agreement provides for
an annual base salary of either (i) $240,000, or (ii) two and 50/100 percent (2.50%) of the gross revenues of Water Now during
the fiscal year ending December of the prior year, whichever amount is greater.
If Mr. King’s employment is terminated
prior to the end of the term (i) by the Company without Cause, (ii) by Mr. King for Good Reason, or (iii) by reason of Mr. King’s
death or disability (as defined in the employment agreement), the employment agreement provides that the Company is required to
pay a lump sum amount, in cash, equal to $240,000.00, plus certain additional benefits to which Mr. King is entitled or which have
become vested under the terms of all employee benefit and compensation plans, agreements and arrangements in which Mr. King is
a participant as of the date of termination.
The foregoing descriptions do not purport
to describe all of the terms and provisions of the employment agreement, and are qualified in their entirety by reference to the
full text of the employment agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein
by reference. Capitalized terms used above have the meanings given to them in the employment agreement.
Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Dated:
April 9, 2020
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WATER NOW, INC.
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By:
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/s/ David King
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Name:
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David King
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Title:
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Chief Executive Officer and Chief Financial Officer
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